Hillphire and Brimstone
by DarthKirby009
Summary: This story tells the back story of the character Hillphire from Between The Anvil and The Shield by DarthKirby009 and Silver Maiden by Necron. From his humble origins as a boy to his rise as genius blacksmith of dust power weapons and machinary right before the events of Between The Anvil and The Shield.
1. Chapter 1

**Hillphire and Brimstone**

 **By DarthKirby009**

 **Chapter One**

 **Note to the Reader: This is the background story for the character Hillphire from Between the Anvil and the Shield ( s/12763259/1/RWBY-Between-The-Anvil-and-The-Shield), written by me, and Silver Maiden, written by Necron ( s/12758741/1/Silver-Maiden). While you do not need to read this first before either of the stories linked above, it will give you a better reading experience of those stories. Anyways, hope you enjoy!**

He opened his eyes. It was a bright morning outside. He could tell from the beams of sunlight piercing through the cracks of the forge. It reminded him of that day, so long ago. Tears involuntarily came to his eyes. He berated himself internally but for that brief moment in his morning stupor, he was there again in the living room of his old home in Helmford. He could never forget that day. He never would.

 **...**

It was a bright morning, the instant Hillphire opened his eyes, the exuberant 8 year old bounced out of bed. "Mom! Mom! Is it today?! Is it?!"

His mother laughed. "Yes William, your uncle Henry is here already. Got here last night while you were asleep."

"Wooooo!" he squealed as he dashed through the house in search of his uncle. Instead he ran headlong into his cousin Ariel.

"Ow! Watch it!" the ten year old girl exclaimed.

"Ow-y... Soooooorry."

"Ugh, you're such a spaz. If you're looking for dad, he's in the kitchen eating breakfast, just don't headbutt me again."

"I said I was sorry," William said a little dejectedly.

"Whatever," Ariel said rolling her eyes. "Just be ready when my dad finishes the bikes, otherwise I'm leaving you in the dust," she said with a smirk.

William promptly lit up again, "Nuh uh! I'm gonna leave _you_ in the dust!"

"In your dreams grasshopper."

"Grasshoppers are fast you know!"

"Whatever," Ariel said as she walked to the kitchen without looking back at William.

William puffed his checks in frustration, "Well, they are!" then he dashed after her, beating her first to the kitchen. He turned around and beamed at her. "I beat you to the kitchen."

"Cause I let you grasshopper."

William puffed his cheeks again and crossed his arms with a scowl on his face.

"I don't remember such a grouchy young man," his uncle Henry said, before attacking William from behind and tickling him incessantly. William squealed and screamed in laughter from the tickling and tried to fend off his uncle, but to no avail. His uncle was strong man who was a mechanic and regularly installed heavy equipment into homes and buildings. His arms were like iron bars to the 8 year old William and the best William could do was to try and wiggle his way out of their iron grip.

"He, he, he, ha, ha, ha! Uncle! S-stop!" William managed to plead amongst his gales of laughter.

"I'll stop if you can name the dust types I'm going to use to fortify the safe room," his uncle said mischievously.

"E-earth, g-g-gravity, and –HE HE HE HE– lightning!"

"How did you know that?" his uncle exclaimed in mock suspicion. "Name your grandma's maiden name!" then he began tickling him anew.

"HE HA HA HA HA, MARALEY!" William exhaled desperately.

"Well what'dya know! He knows his grandma's maiden name!" His uncle laughed before finally releasing the giggling William. "Sis, what'cha torturing your children with? Family history? No way he should know what a maiden name is."

William's mother laughed, "It's not torture if he likes old stories."

"You don't say, huh?" Henry shot back before looking down at William who was finally composing himself. "What'cha say we do something less boring than listening to family history today Will?"

"Yeah! I wanna see you make the safe room!"

"Then follow me squirt!"

William gladly obeyed, skipping and bounding until he reached the hole in the wall of their home that would soon be the safe room. Already his uncle had moved in the frame of the vault. There were a few dollies in the living room that were used to help with the process as well.

"Hey Henry! Did the squirt wake up yet?" William's dad yelled from somewhere outside.

"Yeah, he did Max. You think you'll be ready to move the door soon?"

"I'm ready now, Henry. Waiting on you."

"I'll be out as soon as I hook up the electricity."

"Okie dokie."

William watched as his Uncle fiddled with the various wires that protruded from the frame of the vault.

"So how did you know the types of dust needed for the vault today Willy?"

"Mom told me! I wanted to know all about it because of the turret you made last time for the city gate!"

"I see. Might make you into a respectable engineer yet with that attitude."

William muffled a squeal of excitement before giggling. He had always dreamed of being an engineer and making cool stuff. When he grew up he wanted to make robots, and cars, and planes, and anything that had gears, engines, and wires. His uncle was certainly the man to teach him too. William couldn't wait to be older so he could move to the tech school near his uncle in Vale.

After 15 minutes Henry had finally finished all the wiring for the vault. "Come on Willy, time to set up the door."

"Okay!" William replied exuberantly before following his uncle outside.

Max was ready with the dollies and the two brothers worked together to lift the heavy door unto them. "Man this stuff is heavy Henry!"

"It's the gravity dust, makes the inertia of the door that much harder to overcome."

"Well good thing we have the dollies. No way we would've gotten it inside without breaking our backs otherwise."

Henry laughed, "I've seen that happen before Max. No joke."

"I'd believe you!"

They moved the door into the house carefully avoiding the wooden door frames and dry wall.

"Here we go," Henry said as they finally got to the vault room. "We're going to need some help getting it in place. Any of your neighbors worth their salt in muscles, Max?"

"I know a few who don't have pimples for muscles," Max shot back.

Henry laughed before grabbing William playfully, "Hear that Willy? He says you have pimples for muscles!"

"Did not!"

Henry laughed again. "Sorry squirt, but you're a long ways away from being able to help us lift this door. Go outside for a bit while I go over some stuff with your dad, okay?"

William huffed and puffed his cheeks up again before obediently leaving the room, but only hid outside the door so he could hear the 'technical' stuff his uncle would talk to his dad about.

"Now this system is pretty good Max, but it's got it's quirks. The lightning dust I incorporated into the door will shock any living thing without an aura, which is only grimm, of course. But that's not the down side. I made this vault to protect those inside at all costs. It will open for people if no one is inside or if there are no grimm within a ten foot radius, but closer than that it locks down if there is someone already inside. So if you plan on using it in a pinch you should make sure to get everyone inside in one go. That's the safest bet with this system. There's a monitor inside the vault that will show you what's just outside the door so you can open the door manually if necessary, but you'll need the password to override the safety lock, and in a pinch that means you likely won't be able to help someone get inside very fast."

"What are you doing?" Ariel said right behind William.

"Wah! Ariel! You scared me!"

"Duh, captain obvious, so what are you doing?"

"Listening to pops and uncle talk about the security vault."

"Well let's race before they finish up. Dad is pretty busy so he's gonna leave as soon as the vault is finished."

William half pouted. He wanted to see the door installed, but at the same time he wanted to race too. He decided to race Ariel. They had a score to settle after all. They quickly started up the two motorbikes. The bikes were made just for their size and were only powerful enough to reach 12 miles per hour. While they weren't much, they were enough to make the kids in William's neighborhood super jealous as they both zipped by, trying to leave each other behind to win the race around the town. William ended up frustrated by end of the race though as Ariel played dirty! At least William thought so as she was not above cutting people off and swerving wildly to throw other people off their game.

"No fair! You played dirty again!"

"Short cuts aren't dirty squirt, they're smart."

William could only puff his cheeks since he wasn't as good at trick jumps as Ariel, who used them to jump over obstacles while he had to go around them.

"Still not fair!"

"Willy, life's not fair, okay? Just accept that I'm better than you in racing."

"Never!"

Ariel giggled, "Well you can just continue to eat my dust then."

William fumed even more, "One day! You'll see!"

"Whatever you say, Willy. Come on, if we're lucky we can see the final adjustments to the vault."

William instantly perked up again, "Okay!"

Just as Ariel said, Henry and Max were just finishing up connecting the door of the shelter. All that was left now was the final wiring, which would be quick. One of the neighbors who had helped move in the door was still there.

"Hey, Max, you won't need us anymore, right? Looks like everything is in place."

"Yeah, we're good Juan. Thanks for all your help"

"Anytime."

As Juan started to leave, William noticed Juan's daughter behind him. She was the same age as William, had sandy brown hair, soft grey eyes, and a demure personality that made her a magnet for all the older girls to fawn over as the 'cutest little thing.' William would've acted the same way towards her were it not for the fact that he could relate to her – constantly being treated like a kid all the time. Why couldn't anyone just treat him like a grown up?

"Hey Marcy!" William called.

"H-hey Willy," Marcy managed to respond, blushing slightly.

"What'cha doing here?" William asked.

"I... I came to watch."

"Oooooh, I think she came for something else," Ariel said with a smug grin on her face.

"D-did not!" Marcy replied with a mortified look on her face, blushing profusely now.

"Oh! You're just so cute!" Ariel said, rustling the girls hair.

"Hey! Stop it!" William exclaimed, "We're not babies!"

"T-thanks Willy," Marcy replied, still red as a tomato.

Ariel looked back and forth at the two of them and grinned even more, "Whatever you say squirt."

William puffed his cheeks just a little, but then smiled and waved Marcy and her father Juan goodbye. He felt proud of himself for defending Marcy. Though that pride was quickly dispersed when uncle attacked him again with tickling.

"HE HE HE HE! UNCLE! HA HA HA HA! STOP!"

"Yes, Henry, stop! Your hands are all greasy!" William's mother chided.

"Oooh, the boy will live through a little grease!" Henry shot back.

"But his shirt won't!"

"Fine, fine," Henry relented laughing. "All done squirt! I'll have to see you later."

"Awww... You're not going to stay for bug fights?"

Henry laughed, "We'll have to make bugs fight each other to the death some other day. Just makes sure to leave a few good sized spiders around for it." He whispered the last sentence.

"I heard that!" William's mom said disapprovingly.

"Looks like I better be off while I'm ahead, eh?"

William giggled, "Yeah!"

"Is the airship ready Max?"

"They gave us a call a few minutes ago. They're ready when you and Ariel are."

"Alrighty then! See ya squirt!" Henry said ruffling William's hair.

"See ya Uncle Henry."

Ariel merely waved from the door of the house and everyone waved back as the two departed for the airship station in the middle of the town.

"We'll have to redo some of the town's emergency evacuation routes now that our safe room is installed. I'm going to the city hall, okay dear?"

"Okay, be home for dinner," William's mom said.

"I always make it," Max said, winking at the woman who merely giggled.

"Yes, you do," she said smiling and gave Max a quick peck on the lips before he left.

"Ewwwww!" William exclaimed and the two parents merely chuckled as they went about their own business.

Even though William had said that, he smiled on the inside seeing his mom and dad act that way. He looked now at the safe room. It LOOKED. SO. COOL! He couldn't wait for his dad to get back so the whole family could go over all of features it had.


	2. Chapter 2

**Chapter 2**

 **WARNING!** **This chapter contains violent content that might disturb some readers. I will include a brief and non-disturbing summary of what happened in the notes of the next chapter for those who want to skip over this. That being said, you have been warned. And for those of you who want someone to blame for me writing this, blame my friend who really wanted Hillphire's back story written. lol**

The sun was just starting to set. William had been running around just outside the house and noticed how the glare of the sun was just perfectly angled for his height so that he couldn't walk west without shielding his eyes. He decided to go inside and wait for dinner, but as he was about to step into his house, the town sirens started to blare.

"GRIMM ATTACK!" Someone yelled in the distance.

Instantly William could hear people panicking in the center of town. He was frozen in place, still trying to process it all when his father came out of the tree-line near their house.

"William! Inside! Now!"

"But-"

"NOW, YOUNG MAN!"

Before William could obey, his mother yanked him inside by the arm and they quickly went to the vault, but as they reached it, a loud crash reverberated throughout the house. Two beowolves had already reached them! The first beowolf charged at his mother and she pushed him out of the way towards the vault. His mother barely managed to dodge the beast and ran away towards his father for protection. William on the other hand, being so close to the vault, dove inside it just as the second beowolf charged at him. The safety system of the vault activated and the door zapped the auraless creature with strong voltage. The beowolf backed off, but it roared and scared William into closing the door completely lest the beast decide to weather the pain in order to completely open the partially closed vault. His heart was beating so fast he felt faint. His first instinct was to back away as far from the door as he could, curling up his knees to his face, while looking up at the screen that showed him what was happening just outside. The beowolf was still outside. It roared again and attacked the door just as William had feared it might. The electric dust activated again and unleashed unrelenting currents of electricity at the grimm, but the grimm muscled through it and swiped at the door which created a loud bang which made William jump. Again, and again, and again the beast attacked until gunfire drove it away from the door. Max came into view.

"DAD!" William yelled from inside.

"William?!" Max yelled from outside, "Stay inside! Your mother and I will get in as soon as the coast is clear!"

His dad moved out of the camera's view as another grimm came into view. This time it was a creep. A few quick shots of gunfire finished off the creature, but William still watched the whole scene with fear and horror. Another crash shook the house.

"HONEY!" he heard the muffled voice of his mother from somewhere else in the house.

"Get out! Lead them away from the house!" Max yelled. "We'll be back William! Hold on!"

Though his father's voice was muffled by a half a foot of solid, reenforced metal, William still heard it loud and clear. While he was still frightened, he felt reassured by his father's words. That reassurance though was short lived as several creeps and beowolves dashed across the screen – no doubt in pursuit of his parents. Fear crept into his heart again. Seconds felt like minutes, minutes like hours. Then something truly horrifying happened. Into the view of the camera came Marcy. She was alone and covered in scratches and bruises, desperation on her face.

"Help! Let me in!" she said loud enough to be heard, but not loud enough to announce her presence to anything that might be outside.

William snapped to his feet and tried to open the door – it wouldn't budge. For a second William couldn't figure out what was wrong until he remembered his uncle's instructions. _It will open for people if no one is inside or if there are no grimm within a ten foot radius, but closer than that it locks down if there is someone already inside._

"MARCY! WATCH OUT!" William screamed from inside, but it was too late. As Marcy turned around, an alpha beowolf came into view and slashed her throat out. She fell with the momentum of the swipe and twirled around to fall face first, dead upon impact with the ground.

"NOOO!" William screamed despairingly, as he could only look on in utter shock. He couldn't help her, he couldn't save her. Her corpse lay unnaturally splayed out on the ground, motionless. The alpha beowolf looked at his handy work only for a moment before looking up at the camera with something akin to a knowing glance. It attacked the door, sensing William's fear and anguish. The door sounded like it might yield to the monster's blows, but the door held firm. Seeing this, the alpha beowolf moved out of the camera's view. William would've breathed a sigh of relief, but his wide, unblinking eyes wouldn't leave Marcy's broken corpse. Even though he couldn't see the gore since she was face down, he could see the pool of blood growing bigger and bigger beneath her.

"Stop it..." he whispered, "STOP IT! STOP BLEEDING!"

He finally tore his eyes away and closed them, putting his hand in his face as he cried. He heard footsteps entering the house fast, snapping him out of his sobbing a little.

"William! Open the door!"

William looked up to see his mother and father beat up, but otherwise alive.

"Oh gods! Max! Marcy!" she said pointing at the fallen girl.

William tried to open the door, but it wouldn't budge again. Fear paralyzed him.

"MOM! DAD! IT'S STILL HERE! THE ONE THAT GOT MARCY!"

His parents responded just in time as the alpha beowolf appeared again, taking a swipe at his father. His father blocked the attack with his rifle, but was thrown back by the force of the blow, hitting the door and knocking him out.

"MAX!" his mother screamed. Before she could say anything else, the alpha beowolf pounced on her, pinning her to the ground. "NO!" she screamed just before the evil fiend slashed at her face and neck several times. This time William saw it all. He couldn't even cry or scream. All he could do was stare blankly at the screen as chunks of flesh were shorn from his mother's body, painting the floor red with blood. Then the beast turned back towards his father and tears finally starting blinding his eyes.

"No..." he whispered. The beast looked up at the camera as if it had heard him and gave what looked like a toothy grin. It had used him as bait. He had killed them. Led them both straight into it's trap. Just by being inside, alone. The beast lunged at his dad.

"NO!" He screamed in despair as the beast tore into his father with its evil claws. William couldn't bear to look and closed his eyes fiercely, tears rolling down in seemingly never ending streams. He sobbed, and sobbed, and sobbed, and sobbed, oblivious to the world around him now. He dared not look up at the screen again until he heard cracking noises. As he turned his horror stricken eyes upward, he saw creeps ripping apart his family and Marcy like vultures picking a carcass clean of all flesh. But the creeps didn't bother to just eat the meat. They crunched the bones as well. William, his eyes wide with renewed horror, couldn't look away. The splintered, protruding bones were as clear as day, but what came next broke something inside William. A creep took Marcy's head into its jaws and bit down with a resounding CRUNCH. William flung his hand up over his mouth and muffled the scream of horror he couldn't help but release from his lips. He began sobbing again, holding his hands over his mouth.

"I'm sorry! I'm sorry! I'm sorry! I'm sorry! I'm–" He finally managed close his eyes again and screamed in agony and sorrow. He remained that way until he passed out – weary from grief and fear.


	3. Chapter 3

**Chapter 3**

 **Notes: A brief summary of the last chapter for those that didn't want to read the graphic stuff is that Hillphire's family died in front of him. Because he dived into the vault first, the vault wouldn't open for anyone else and he watched as they were killed one by one and eventually eaten by grimm. William passed out from the horror of it all.**

The light still shone brightly through the shutters of the forge. Now 17 years old, William felt the echos of that day reverberate through him still. The sights, the sounds, but worst of all... the smells. He had woken up after the horrors of the first day of the attack to the smell of rot which had only gotten worse and worse until the huntsman had come to rescue him. But no matter how horrifying the gore was, it couldn't compare to the guilt that twisted his heart in knots every time he remembered. It was his fault. He had killed them. If he hadn't pulled the door completely closed, if he had warned them sooner... Why?... Why did he survive? Why him and no one else? There was no use pondering these thoughts now. He sighed and stood up out of the chair he had slept in all night. His uncle's forge in Mistral wasn't much to look at, but it was a high quality forge. He had learned all he could from his uncle about making weapons and machines. His uncle had taught him all he could, but there was one thing that he couldn't teach William – how to fight. William had just finished combat school and was ready to try passing the exam to enter Haven Academy. He had finished his combat courses at nearly the top of his class. He heard a knock on the door of the forge's front door.

"Hey, William! Ready for the big day?" said Jerry Brimstone from the other side of the door.

"I told you, call me Hillphire, Jerry. And how did you know I'd be here?"

"You always end up sleeping in the forge when there's something important coming up. It's one thing to be prepared man, and other to be obsessed."

Hillphire sighed, "When you've been–"

"–Been through what you've been through, you learn to prepare. I know. Now are you going to keep talking to me from behind the door or are you going to let me in?"

Hillphire chuckled and opened the door, wincing as the morning light came in all the more powerfully now.

"Man! Have you even showered or eaten breakfast yet?"

"Ugh... no, I mean we don't have to be at the academy until 3 today. No rush."

"That may be so, but you've got some chicks to impress man. No way I'm letting you blow it like you did last time."

Hillphire sighed. "I didn't 'blow it,' okay? She and I just didn't hit it off."

"She thought it was weird that you like making weapons, right?"

Hillphire rolled his eyes and nodded. "Yeah, she did. I just can't see myself being with a girl that can't appreciate a good weapon!"

"All the more reason to impress the hot warrior princesses at Haven Academy."

Hillphire laughed. "Jerry, I'm sure if anyone of them heard you say that, they would smack you."

Jerry only smiled then said with melodramatic flair, "My dear friend, if there is one thing I have learned in my short, inconsequential life, it is this: all girls are princesses at heart."

Hillphire laughed even more. Jerry could always make him laugh. He was the first friend he had made in Mistral while living with his uncle and he was a good friend. Jerry switched topics.

"Girls aside, where's your uncle been man? Haven't seen him in a while."

"Some Atlas and Schnee Dust company representatives showed up one day and offered him a research position on aura technology. He jumped at the chance, naturally to join them. Deeded the forge over to me since I can do everything he can now both in weapon forging and machinery."

"You don't say? Well, at least you don't have to worry about a job now, even if you do fail the test."

Hillphire glared at him a little before sighing. "I suppose that's one way of looking at it."

"Anyways!" Jerry said as he shifted the conversation again, "Get a shower man! You look like a grease monkey covered in fur made of metal shavings. Unless your fated one likes slime and reeeeeally abrasive chest hair, I doubt she's gonna like kissing that."

Hillphire laughed again and punched his friend's arm playfully, "Alright, alright, I'll make like a girl and spend an hour getting dressed to impresss."

"Just nix the whole 'making like a girl' part, that's gay."

They both laughed and Hillphire got the stove at the back of the building ready for his friend. This was something of a routine of theirs now. He would shower up while Jerry made breakfast so that they could both dash out the door as soon as possible. Hillphire was lucky to have Jerry. He was a true wingman and best friend. He would likely have been kicked out of combat school several times for tardiness were it not for Jerry. Hillphire, after starting up the stove, he went into a small back room with a toilet and shower installed. Can't put the final touches on weapons and machines while covered in grease, soot, and tar after all. As soon as he was done showering and into a fresh pair of clothes, he emerged from the small room looking like a new man.

"Not too shabby bro!" Jerry said, extending his arm and fist which Hillphire promptly bumped with his own fist.

"You always say that man."

"And you don't give yourself enough credit Casanova. But I will say this man. You gotta always go everywhere looking like a mechanic? I mean, you rock the look, but not all girls are into the wrench wench life."

Hillphire sighed. "I just make it clear what they're getting themselves into."

"Bro, that's not how dating works. You don't air your dirty laundry for all to see. You hide it till they like you enough not to care that you have it."

"And that's why you're a lady killer, and that's why I'm not. I get it. But honestly, I don't want the kind of attention you get."

Jerry smiled mischievously. "Jealous?"

"Hardly," Hillphire shot back without hesitation.

Jerry threw his hands up to his heart dramatically, "Oh! The sting! No hesitation at all you cruel friend!"

Hillphire laughed. "Come on, are you done with breakfast or not?"

The two sat down on some work benches and snarfed down some scrambled eggs and toast before washing it all down with some good, quality OJ.

"Ya know, that's another thing I've been meaning to ask you Will–"

"–Hillphire."

"Ah yes, of course Sir Hillphire."

Hillphire gave him a dirty look and then sighed, "You were saying?"

"Is this whole giving the forge to you thing why I never see you at the house anymore with Ariel?"

"Yeah, I mean, our uncle didn't want a single boy and a single girl staying alone together in the same house."

"Bro, you guys are practically siblings. I mean, sure, she's hot – really, really smoke'n hot, but I'd never see you guys crossing that line."

"While I feel the same, I agree with my uncle. Just not proper."

"Man, you guys are like, super old school."

"I take pride in that," Hillphire said puffing out his chest a little.

Jerry could only shrug. "Just saying man, if you're still single when I graduate from Haven Academy then I'm dragging your ass over to a dating service."

"You wouldn't dare," Hillphire said solemnly staring down Jerry.

"Try me," Jerry said confidently with a smirk on his face, returning Hillphire's stare.

They both held each other's stare for a few moments before both their faces twitched and they started laughing.

"I will do it though!" Jerry said.

"Yeah, you would!" Hillphire agreed.

The two of them finished laughing then closed up the forge, making their way to Haven Academy.


	4. Chapter 4

**Chapter 4**

The students were lined up in front of the airship waiting to receive instructions about the entrance exam to Haven Academy when Professor Lionheart walked up to the podium set up for the event.

"Attention students. The entrance exam will begin as soon as you are dropped off into the forests bordering the outer reaches of the city. You will have to use your own landing strategy to enter the forest from the airship. The goal of the exam is to successfully reach the city limits safely using your own skills and teamwork. As such, the instructors will not intervene to protect you, but will standby to make note of your progress. Now I mentioned teamwork just a moment ago so let me lay down the rules for forming teams. You may form teams however you like, BUT please do not be picky. It will be unlikely that you will be dropped near your friends that you are used to working with and if you try to be too picky you may end up getting yourself killed. The final teams will be decided on how well you work together with the people you find yourself with in the forest. Meeting up with other groups along the way for protection is allowed and encouraged. That being said, I wish you all the best of luck."

Hillphire smiled. He had prepared for a landing strategy test. He was wearing a retractable wingsuit infused with wind dust. With it he could practically fly so long as he started from a high enough jump. Along with his dust infused sword-axe, this exam should be a piece of cake. The students started getting into the airship single file. In total there was about 40 of them.

"Hey, you've done anything like this before?" Hillphire heard the person behind him say. He turned and saw who was speaking – a red haired girl with freckles and eyes that reminded him of Marcy – pale grey. She also carried what looked like a halberd.

"I'm sorry, were you talking to me?" Hillphire asked.

"Oh! Yeah, sorry. Just don't know anyone's name here. Figured I should get to know some people before, well, you know – the whole survival test thingy."

Hillphire chuckled, "I'm actually pretty much in the same boat really. My friend is a second year at Haven, but I'm afraid I don't know anyone else and I obviously can't team up with him."

"Yeah..." she said a little sheepishly, "What's your name? My name is Sara Windfield. Maybe we'll team up. Who knows!"

"Yeah, my name is William Hillphire, but just call me Hillphire."

"You born in Anima?"

"No, why you ask?"

"Oh, just that most people in Anima seem to go by their last name versus their first name. I think it's confusing and weird."

Hillphire laughed, "Yeah, I thought so too at first. You might say I've adopted that custom of theirs for reasons of my own."

"Really? Why? If you don't mind me asking."

"Actually, I don't like to talk about it."

"Oh! I'm sorry."

"Don't be, it's just something I like to keep close to the vest so to speak."

Sara giggled.

"Did I say something funny?"

"Oh, just that you speak in such an old fashioned sort of way at times. 'Close to the vest' as an example."

Hillphire blushed a little and the airship started to shake as the engines started up.

"Well nice talking to you!" Sara shouted over the roar of the engines.

"Likewise!" Hillphire replied in kind before preparing his mind and heart for what was to come.

Soon enough the airship hovered over the drop zone and the copilot spoke over the intercom.

"Listen up guys. We're going to have you jump out while the airship is moving in a circle over the drop zone so that you guys will be all spread out. No jumping out together. One jumper per buzz of the alarm. Got it?"

The group replied in unison, "Yes sir!"

"Good! We'll start with those nearest to the door and go from there."

Hillphire breathed a little sigh of relief. He was near the middle of the airship. So he wasn't first and he wasn't last. Both positions terrified him since this would be the first time he encountered grimm since the attack that destroyed his old village and his family. One by one his fellow students jumped down into the landscape below, vanishing as the plane quickly left them behind, until at last it was his turn. He took a deep breath then jumped, deploying the flaps of his wing suit and activating the wind dust imbedded into it so that he not only glided down to the trees, but he would also float and change directions at will. He glided until he found an opening that seemed clear and swooped down to it. He pulled up just as he was about to hit the ground and instead, landed gracefully. The suit had worked perfectly! But his excitement for his own personal design didn't last. He heard rustling in the brush surrounding him. His heart beat faster. His lungs drew quick, small breaths. This is what he had been afraid of – having to fight grimm as soon as he landed without any team mates. Much to his relief though, a person emerged from the foliage. It was the girl he had talked to on the airship, Sara Windfield.

"Hey!" she said cheerfully, "Saw you coming in like a bird! How'd you do that?"

"Oh! It was my wing suit! Designed it myself with wind dust imbedded into it," Hillphire said proudly.

"Cool! I knew it would be a good idea to follow you. Seems like you've got some tricks up your sleeve."

"Thanks. To be honest its sort of a relief to have you here. It's my first time fighting grimm."

"You don't say? Well not much to it really. Just hack and slash unless you bump into a nevermore, deathstalker, or an alpha variant."

That word, 'alpha' instantly brought terrible memories to the surface. Hillphire instantly looked away to hide the look that no doubt flashed across his face.

"Are... you okay?" Sara asked.

"Yes! Yes, I'm okay. Just some old memories is all."

Understanding flashed across Sara's face and she grew more somber.

"I'm... sorry for you loss."

Hillphire smiled bitter-sweetly, "It was a long time ago. I don't plan on having it hold me back. Let's focus on the exam."

"Right."

"What's your semblance?"

"That's like asking a girl for her age you know."

Hillphire laughed. "Would if make it more polite if I told you mine first?" he replied with snark.

"Hmmm... Maybe," she said before winking.

Hillphire kind of wished his friend Jerry was here right now. He knew exactly the kind of reaction he would have had: _Duuuuuude! Green light bro, green light!_

"My semblance isn't really flashy or special. I just can see the properties of a person or object and understand them instinctively. If, for example, you had an artificial limb, I'd be able to tell right away since it wouldn't be like the rest of your organic body. I use it to make cool weapons and gear. And by the way, I'm 17. So now it should be polite for me to ask for your age too, right?"

Sara giggled, "I'm also 17 and my semblance isn't really flashy either. I just can sense things about people. Their attitude, personality, truthfulness – things like that."

"Really? What did you sense about me?"

"That you're honest, a geek, and love to explore."

The last part was correct in a sense. He did love to explore all the different ways things could be forged or made. Though he couldn't deny he also liked plain old exploring in general.

"I can neither confirm or deny these alligators at this time."

Sara giggled uncontrollably for a few seconds, "Add goofball to that list."

"I will have you know that my friends think I'm adorkable."

Sara giggled again, "I'm sure they do. Shall we get going?"

"With pleasure!"

And indeed it was 'with pleasure.' For the first time Hillphire felt like he was truly hitting it off with a girl and a cute and nice girl! He felt like he was on cloud nine despite being in a grimm infested forest. But his enjoyment of the situation didn't last. As they started to traverse the forest, heading towards Mistral, they noticed signs of grimm in the area such as broken foliage. They kept moving and eventually reached another clearing where they uncovered a group of seven creeps, one beowolf and an ursa major. The grimm instantly noticed them because of the dread and terror in Hillphire's heart that paralyzed him as soon as he saw the beasts. Sara was surprised by how fast the grimm moved to attack them but managed to keep her head.

"I'll take the beowolf, you hold back the creeps! Then we run from the ursa major!"

Hillphire couldn't even reply before the beowolf swung at Sara which she blocked with her halberd. The center tip of the halberd opened to reveal a gun barrel which she fired directly in the beowolf's face. The creature wasn't hit dead on though and yelped a little as the fire dust grazed it, pushing it back. Hillphire in the mean time was being assailed from more than one direction by the creeps. Visions of his family and Marcy being eaten flashed before his eyes and he could hardly breath no less move except to swing his weapon wildly and only to block attacks. He couldn't muster the level-headedness needed to truly attack the creatures. By luck he landed killing blows on a few of them and he switched his weapon into its axe form. But then the ursa major finally caught up with the rest of group. It made a beeline for Hillphire and he didn't even see it until he heard Sara.

"Hillphire!"

But it was too late. The beast was upon him, swinging with its mighty claws. He raised his sword-axe up in defense, but the weapon in it's axe form wasn't solid enough to withstand the blow and shattered into several pieces – sending him to the ground. Just as the ursa brought down another claw to crush him, Sara parried it away and quickly pulled him to his feet.

"MOVE!"

They both ran as fast as they could and managed to lose the ursa major in the forest where they could run through thicker foliage that the giant grimm had to break through and eventually got stuck in long enough for them to escape its line of sight. They kept running for what felt like an eternity to Hillphire before they finally stopped to catch their breath. Sara turned to berate him but stopped before opening her mouth as all of Hillphire's terror, guilt, anger, frustration, and embarrassment flooded into her through her semblance. It was almost suffocating. In particular she was thrown off balance by his embarrassment in which she sensed the pleasure he had received by her company. She blushed a deep shade of red before stuttering, "L-lets keep moving."

Hillphire, also blushing, but for a different reason, followed her advice feeling like his entire social life was officially over. He had acted like a complete novice despite graduating from Sanctum with honors and he had looked like a total fool in front of a girl he liked. Throughout the rest of the exam his head hung low. He hated the whole situation. His only salvation in this mess would be his social damnation – running into a larger group of students. Doing so would mean safety, but also complete humiliation. An applicant that was paralyzed at the sight of grimm. It was a sick joke. Most would no doubt mock him and all would certainly pity him as Sara had done. And among the two, pity was the worst for it was the greatest assurance of his miserable state – of his cowardice and helplessness. Those eyes of pity. They looked down on him. Perhaps not intentionally, but nevertheless they did.

Sara was silent. He didn't blame her. Seeing that she could pick up cues due to her semblance, she was likely trying to ease his embarrassment and suffering and while he appreciated it, it also made him feel more pathetic.

"Hey! Over here!" Sara yelled.

Hillphire looked up and saw her waving at a group of students about 50 feet away at the bottom of the small hill they were standing on. Sara was glad to see them. Why wouldn't she? Now she didn't have to guard the dead weight by herself.

"Come on!" Sara shouted.

Hillphire looked up again and saw that this time she was talking to him. He resisted the urge to cry right then and there. She was concerned for him. It touched him, but frustrated him at the same time. He had almost gotten her killed, just like he had gotten Marcy and his family killed. He obeyed Sara's command with as much energy as his emotionally burned heart could muster.

"What's his deal?" one of the boys in the new group asked.

"He's..." Sara paused, "He has a phobia of grimm."

The boy laughed insensitively, "What an idiot! Why did he bother if he has a phobia?"

Sara snapped at the boy, "He has history with the grimm!"

The boy sobered up a little as well as the rest of the group. While they didn't know what exactly had happened, they had a very good idea what Sara meant by that. Instantly came those eyes of pity that weighed on Hillphire's heart like ingots of lead. He hated this. He HATED it. But there was nothing he could do about it, not if he wanted to make it out of the exam alive.

"Well, just make sure he stays in the center of the group then," another girl spoke up, "I don't want someone's death on my conscience."

Hillphire dejected and ashamed followed the girl's advice. He was weaponless anyways except for some basic hand-to-hand combat training he had, but in light of his crippling fear, that was absolutely useless. Then a howl rose up nearby. They had been spotted by a pack of beowolves. Hillphire stayed in the middle of the group as instructed and as the grimm tore through the surrounding brush he watched the group engage the beasts. The first student made a classic error, running straight into the fray with weapon raised high into the air striking at first grimm in front of him. And while the student wasn't punished for this error as his teammates quickly followed him and engaged the grimm around him, it was clear as day to Hillphire that such a move could've been fatal in most circumstances. Next, the girl who advised him to stay in the center made an error too. She had a rifle with two bayonets both under and above the barrel of the gun, the top one acting as a sight as well a secondary weapon. She ran in after the first student and engaged in close quarters combat when clearly her weapon was made for ranged combat. And while she did admirably hold her own, she was hit hard more than once by the claws of the beowolves, unnecessarily losing aura.

The more and more errors Hillphire saw them make, the more and more frustrated he felt as he knew how the properly fight these grimm in a far more efficient manner, but his body refused to move except to dodge. His self loathing and shame only grew as even while he was internally correcting their mistakes, they were looking down on his cowardice with glances of pity. This emotional torment continued throughout the rest of the day as the group encountered more and more groups of grimm as well as other groups of students. By the time the day was over, almost everyone who took the test knew about him as 'the one who broke his weapon and is afraid of the grimm.'

As the city of Mistral finally came into view and the finish line was before them, Sara looked over at Hillphire. She had manually turned off her semblance a long time ago because of the intense feelings coming from Hillphire. While she did pity him, she also felt a little guilty because she knew that was the one reaction he hated most right now.

"H-Hillphire?"

He looked up at her with defeated eyes.

"I... I'm sorry." Dang it! Why was she saying this!? This would only torment him more!

Hillphire only nodded and turned back towards the finish line, following the rest of group like some sheep being led to the slaughter. The inevitable grading of their skills was what Hillphire was dreading most now. Sara wanted to reach out and try to console him, but to do so would only make things worse. She let her outreached hand fall back to her side. There was nothing she could do. She really hated this – not being able to do anything. She huffed a quiet laugh, I guess this was how Hillphire felt. Helpless. Useless. But then a feeling of defiance and frustration rose up in her. Even if she couldn't do anything now, she would find a way to help. It wasn't in her nature to walk away when she knew someone was hurting and she wasn't about to do it now. Unfortunately they were separated shortly after, each student going back to the academy for interviews about their performance as well as the assigning of their final grade – pass or fail. Hillphire had received a failing grade. He wasn't surprised. He had displayed no composure. He had broken his weapon. He had become a dead weight to the rest of the team. He hadn't contributed at all to the goal of the exam – returning to Mistral safe and sound.

As Hillphire left Haven Academy with the results of the exam, he saw Sara. He blushed in shame and avoided being seen by her. He couldn't face her. Not after everything that had happened. No doubt she had felt his feelings from what she had told him about her semblance. Besides, she had passed with flying colors no doubt. It wasn't like he was going to see her ever again so there was no point in having to face her. He left like that, hidden and defeated. But as he made his way back to his forge, the frustration that had been seething inside of him came to a boiling point. No. No, he would not give up. Even if he couldn't be a huntsman, he could be a blacksmith. He would endeavor to make weapons and machines that would help to defeat the grimm! He would pour all of his energy and creativity into this effort and would continue to train his combat skills so that he could know exactly what his huntsman and huntress clients needed and desired from the weapons. As he entered his forge, it looked different to him. It was no longer the old shop that his uncle used to teach him. It was his battlefield, his stronghold, his home.


	5. Chapter 5

**Chapter 5**

The harsh first rays of the morning sun woke Hillphire as he slept at his work bench. He had fallen asleep while working again. It had been a year since the exam to enter Haven Academy, but the bright light still brought back bad memories. Seems like facing the grimm wasn't the cure he had been hoping for. It still frustrated him to no end. But he had learned to live with it – work around it even. Over the last year he had installed several automated defenses on and around the forge to react to grimm and grimm alone. It was the same tech that his uncle had used in the vault that had saved his life at the expense of his family. He had kept in contact with his uncle, though it seemed increasingly hard to contact him these days. Seemed like he was doing something big, something important he couldn't talk about. It worried Hillphire.

"Heeeeeey! Hello?! Is anyone there? I'm looking to get my weapon fixed up."

The voice jarred Hillphire out of his morning stupor in a hurry, and while the voice seemed familiar to him, he couldn't tell where he had heard it from.

"Yes! Yes! Just a minute!"

Hillphire scrambled to make the shop and himself a little more tidy before opening the door.

"Welcome to Hillphire's... forge."

It was Sara Windfield.

"Oh! Hey William!– I mean, Hillphire," Sara said before laughing a little nervously. "I didn't realize this was your shop."

"Uh, yeah, it is," Hillphire was embarrassed beyond words. He was a mess right now. Bedhead, sleep marks from the bench he had slept on and the distinct smell that only came from going without a shower after a long day's work with dirty, greasy machines.

"Is this where you made that kick butt wing suit of yours?"

Hillphire recovered a little, "Uh, yeah! It is. You'll have to pardon the mess, I pulled an all-nighter or rather, attempted to."

"Don't sweat it, my dad's always doing that. He's a writer for the local newspaper making short stories. I can't count the number of times he's fallen asleep at his desk."

"I guess I'm a little relieved to know I'm not the only one then."

Sara gave a kind, but mysterious smile, like she knew something or understood something.

"Sooo... about my weapon."

"Oh! Yes! You said you wanted it fixed right?"

"Yeah, I had a clash with a very sturdy ursa the other day. Cracked my halberd a little."

The very mention of that brought humiliation back to Hillphire's mind.

"Oh! I mean, I'm sorry!"

"Wha?" Hillphire uttered in confusion.

"I mean, I didn't mean to bring bad memories up."

"O-Oh! Don't worry about. Really, I've gotten over it."

Sara looked at him with knowing eyes again. He was lying.

"Anyways, let's see it."

Sara had brought the weapon wrapped up in cloth. She unwrapped the cloth exposing the cracked halberd. The ursa had really done a number on it. Hillphire activated his semblance and examined the weapon's more fundamental properties.

"Huh, there's a major flaw in the metal work. That's why it cracked."

"Really?"

"Yeah, there was uneven molecular distribution along the area where it cracked. We'll have to reforge it to get those materials more evenly spread throughout the blade."

"Sooo... they did a sloppy job making my weapon?"

"Sort of. I can tell the rest of the weapon is well made, but there do seem to be some mistakes here and there. Was the person who made this new to weapon making at the time of its construction?"

Sara giggled, "Yeah, cause I'm the one who made it as part of my combat school training."

"Oh! I'm sorry! I didn't mean to insult your craftsmanship!"

Sara giggled more, "Relax, it wasn't my best class or anything like that. I actually had only gotten good evaluations from the other smiths that I went to before it broke so I wanted to see a blacksmith that hadn't given me BS flattery to tell me where I went wrong."

"I-I see. Ahem, well like I said before, it's generally well made, but it does have flaws. The uneven molecular distribution in the blade is just the most major flaw. The welding that holds your rifle barrel inside the pole of the weapon is also flawed, but only slightly. While it's holding up for now, you'll need to re-do the weld to ensure it doesn't break in the middle of combat. Also, the polish or coating is a little thin on the handle. If you don't fix that, it might start to rust."

"Yeah, I don't want that to happen with how sweaty my palms are."

They both smiled and chuckled. Their merriment was interrupted though.

"Now what do I see here?" Jerry's voiced ringed from the entrance of the forge, "Bro! I didn't know you has some game going on," he said as he put Hillphire into a playful head lock and gave Hillphire a noogie. Sara felt a little embarrassed for Hillphire and it didn't help that her embarrassment synchronized with Hillphire's.

"What are you doing?!" Hillphire whispered.

"Congratulating your single arse," Jerry fired back loud enough for Sara to hear.

Hillphire's face went red, partially from the head lock and partially from the embarrassment he felt. All the while Sara shifted a little uncomfortably from the emotions she was sensing. She promptly disengaged her semblance and attempted to rescue William from his friend's teasing.

"Hi, I'm Sara, and you are?"

"Oh! My apologies, Sara, I'm Jerry. And this is my very eligible friend, William Hillphire," he said as he swung Hillphire a little toward her, still in a headlock. Even without her semblance she could tell Hillphire was about to crown his friend. Despite her empathy with Hillphire, she had to laugh.

"Yes, we've met before today actually," Sara replied

"Whaaaaaaat?! Why didn't you tell me man!?"

"Cause it was none of your–" Hillphire started before the old phone in the back of the shop started ringing. It used an antique bell and hammer ringer. Hillphire pushed Jerry's arm off of him and went to answer it. The ring was obnoxious after all and both Sara and Jerry were covering their ears because of the unholy racket it made.

"Hillphire's forge, best customizing in all of Mistral. How can I help you?"

"William, it's me."

"Uncle Henry?"

"Yes, I can't talk for long, but I need to tell you something."

"What is it?"

"Penny."

"What?"

"Just remember that name, Penny."

"Okay... I will, but why?"

"Just... Just do it, okay. It's important. I have to go now, I'll talk to you later if I can."

"Uh, sure... talk to you later uncle."

Hillphire got no reply as the line went dead. The randomness of it had made him forget what had happened only a few moments before. Why did his uncle call him for something like that?


	6. Chapter 6

**Chapter 6**

Another year went by and Hillphire was still unable to do it. Unable to fight grimm personally even at the age of 19. He had done almost everything he could think of to help short of shock therapy, but he was too afraid to try that. If it didn't work, it would only make his fear worse. Another matter weighed on his mind as well, he hadn't heard from his uncle after that last phone call – it still bothered him. He had heard rumors about the military industrial complex of Atlas and few of them were good lately. But then again, most of his sources were huntsmen and huntresses who frequented his shop – some more reliable than others. He had become a fairly popular weapon smith in Mistral after Sara's visit last year. It started with some of her academy friends visiting him for repairs and upgrades and eventually word got around to even the teachers and pros. His shop, which before was almost never working on something now had a waiting list for clients wanting to make major modifications or fixes to their weapons. In fact, the man before him now was just one of those clients. He was a handsome black haired man with a husky voice and fashionable clothes, but a little unkept and clearly drunk. Fortunately he seemed like the type that could function rationally even while a little over intoxicated.

"I need ya to fix some nicks in my scythe."

"Pardon, but it looks like a sword."

The man smiled, "Well, in this mode it is."

The man transformed his weapon into a scythe before his eyes. Hillphire couldn't help it. His inner weapon nerd soul cried out and his eyes lite up.

"Very nice! I mean, I have a transforming axe-sword so I'm familiar with maintenancing transforming weapons, but I do believe it's the first time I've seen a transforming scythe variant!"

"Heh, I have a niece just like you. Goes googly eyes over all sorts of weapons. You'd get along."

"Oooooh, I assure you we most certainly would!" Hillphire said before laughing a little, "Anyways, do you want me to do anything else aside from fixing nicks? I can run a diagnostic to check for other issues your weapon might have."

"Yeah, go ahead and do that, but don't do anything major until you've told me what's wrong."

"Sure thing sir?..."

"Qrow, and I'll be back in about 5 hours to hear the results of the diagnosis. Will it take you that long?"

"Oh, no. It's shouldn't take me more than a few minutes."

"What? That's impossible."

"Not with me sir. It's my semblance, you see. I can sense and analyze the innate physical properties of an object with it. As you can imagine, it makes my job as a blacksmith much easier."

"Impressive. You could become a successful weapons designer with that semblance, kid."

Hillphire smiled, "Yeah, my uncle always used to tell me that. He's doing just that, actually – for Atlas."

Qrow's face hardened a little. "You don't say."

"Yeah, but it's been hard to contact him lately. I think it has something to do with the work he's doing. State secrets and all. I hear Atlas is pretty secretive."

"Hmph, it's a little more than that. If you're smart you'll set up shop here versus wasting your talents on stiffs that'll use you and then throw you out."

"Come now, is it really that bad over in Atlas? Should I be worried for my uncle?"

"Not that bad, but I don't think he's gonna get the fame and success he probably thought he was going to get by working for them. Credit is stolen all the time over there for discoveries and breakthroughs. It's not uncommon for some lowlife manager to milk a person dry of all his good ideas then fire him."

"Well then, I certainly hope it isn't like that in the Atlas military, is it?"

"Your uncle is working for the military?" Qrow said, raising an eyebrow.

Hillphire's eyes widened a little as he realized he shouldn't have said that. "Well... yeah. I don't think I should've said that though."

"Yeah, you shouldn't have. Don't worry, I won't say anything, but the walls have ears here in Mistral. Just be mindful of that the next time you go talking about your uncle."

"I'll be sure to remember that, thank you. See you in a few hours then?"

"Yeah. Need to find a good bar to kill the time."

Hillphire suppressed a laugh. That man, while functional, was clearly drunk and now he was going to a bar? Must be a real alcoholic. Just then, Jerry appeared in the doorway of the forge, looking back at Qrow before giving Hillphire a questioning look while pointing his thumb back at Qrow as if to say, 'who was that?'

"Ah, a customer, Jerry, and pretty knowledgeable one at that."

"Really? He looks like a drunk swindler."

Hillphire snorted a laugh, "Yeah, I wouldn't go as far as to say he looks like a swindler, but he's definitely a drunk. Heading for a bar even now as I run a diagnosis on his weapon."

"Huntsman?"

"Yup."

"Geez, what's the world coming to when you can be that drunk and still work as a pro huntsman."

"Give the guy some slack. I bet he's seen a lot. I know I have."

Jerry's face was tinged with sadness and empathy, "Sorry man, I guess you're right. Just kinda ruins a person's mood when you see someone like that – someone who's been through the ringer and spat back out."

"Thinking of your brother again?"

Jerry looked irritated now. "Yeah... I guess. He's probably smashed again. I mean, I know it's hard to lose your livelihood, but it's not like he can't find another job."

"Well... other jobs aren't the same as being a huntsman. I can kind of relate."

"Yeah, but at least you have your smithing work. Nash just refuses to try. If he can't have things his way, it's the highway. At least you channeled your stubbornness into something useful. It's especially gotten bad lately with my brother with the Vytal festival coming up. Just reminds him all over again about the accident, ya know?"

"Yeah, I can imagine..."

"Something on you mind?" Jerry asked concerned at Hillphire's uncharacteristic silence.

"Yeah, that customer that just left said that it's not uncommon for inventors to be exploited in Atlas. Just made me concerned about my uncle."

"Still hasn't contacted you after that cryptic message he left?"

"Nope."

"Well, nothing will happen with you worrying over it. Let's get some lunch for now."

"Okay, just let me finish this up real quick."

Jerry looked at the contraption next to Hillphire. "Uh... what the heck is that?"

"Oh, come on! You've never seen a rube goldberg machine?"

"Actually I have, but every single one of the darn things is different, but all are equally annoying."

Hillphire rolled his eyes. "You just can't appreciate the simple pleasure of doing something in the most ridiculously outlandish way possible."

"Yeah... this is why you still don't have a girl man."

"Just you wait! I'm going to find a girl that _loves_ it."

"I wish you some nonexistent luck then, cause you'll need every once of it if you expect to find a girl like that."

Hillphire puffed his cheeks little, then sighed. "Come on, let's get lunch."

 **...**

They found a nice café at the edge of the middle levels that wasn't too crowded. Just as Hillphire and Jerry were getting seated a familiar voiced called out to them.

"Hey losers! What'cha doing here?"

"Hey Ariel, right back at you," Jerry countered.

"I'll have you know I _won_ my last race," Ariel replied, countering Jerry's comeback.

"But alas, you still haven't won the heart of a gallant man," Jerry fired back.

"I don't need a man. I'm an independent woman," Ariel said with a smug face.

Both Jerry and Ariel stared each other down with their best poker faces before breaking down into giggles.

"I swear just get some rings and make it official," Hillphire muttered.

"Ew!" both Jerry and Ariel said in unison.

"Come on man, you know we're like family," Jerry said.

"Oh, you're family alright," Hillphire quipped with a smile.

"Since when did you become Dr. Love?" Jerry retorted playfully.

"I could ask you the same thing," Hillphire shot back.

"He does have a point Jerry," Ariel giggled.

"Oh come on guys! I've dated tons of girls!"

"Yeah, but you're not exactly known for having long term relationships." Ariel teased.

"I dated Henriette for at least a month. That's long term."

Ariel and Hillphire exchanged smug glances before shaking their heads in play pity before laughing.

"Just you wait! The girl I marry is gonna live to a ripe old age with me."

"I should hope so," Hillphire replied, "I wouldn't want you to cheat on Ariel."

Ariel punched Hillphire in the arm.

"Ow!"

"So you guys need a beautiful young lady to accompany you for lunch?" Ariel said with an air of mock superiority.

"Beauty, my dear cousin, is in the eye of the beholder," Hillphire snarked.

His comment earned him another punch in the arm.

"Hey! Not the same arm!"

"And this is why you need flirting advice from me," Jerry said in playful revenge, "You're not exactly Mr. Smooth. But to answer your question Ariel, as a matter of fact, we would like a hot chick to attract more hot chicks to our table."

Now it was Jerry's turn to get punched by Ariel in the arm, but Jerry laughed his head off. To him it was worth it. Ariel had some pretty attractive friends which she made sure at all times to keep a safe distance from Jerry. Hillphire insisted she did so because of her possessiveness of Jerry which the two always rolled their eyes at.

"Well then, I shall grace the two of you with my presence," Ariel said, again playing the role of mock superiority.

She joined them and after a brief lunch they went their separate ways. Jerry accompanied Hillphire back to his forge.

"So why don't you... you know..." Hillphire said hesitantly.

"Date Ariel?"

"Yeah! I mean, gods' know only you two can handle each other."

"Just because we can, doesn't mean we should."

"Come on Jerry. It's more than that. You guys know each others butt moles. You can live in the same building without strangling each other, and we all know that the only reason the two of you act like siblings is because you're scared to change your current relationship."

Jerry gave Hillphire an annoyed glance and waited a moment before responding, "You really think so, huh?"

"Yeah!"

"Well, family is family and that's it."

"That's just an excuse and you know it."

"Don't you have a transforming scythe to fix?"

Hillphire laughed, "Okay, okay, I'll lay off a little, but seriously though. Think about Jerry. Even you admit she's pretty smoking hot."

This time Jerry was the one to playfully punch Hillphire in the arm.

"Hey! At least go for the other arm!"

Jerry laughed and replied, "Get your diagnosis done mr. blacksmith."


	7. Chapter 7

**Chapter 7**

Qrow had come back to pick up his weapon the next day long after Hillphire had diagnosed it and fixed it. Qrow had left in a hurry saying he had some business to do in Vale, but that he would remember him the next time he needed work done on his weapons in Mistral. That had been a week ago and now the Vytal festival had already begun. Jerry had invited Hillphire and Ariel to join him at a sports bar in the middle layers of Mistral to watch the semi-finals round of the tournament. Already there had been plenty of drama from what Hillphire had heard. Something about a Beacon student attacking a defenseless Haven academy student. Hopefully tonight would be free of such unpleasant behavior.

"So... you gonna check out all the babes at the tournament again?" Jerry asked Hillphire teasingly.

"Shut up. You know I only pay attention to strategy and combat techniques – nothing naughty like you," Hillphire retorted.

"Alas! Our dear Hillphire is fated to be single forever!" Ariel said in mock despair, putting her hand to her forehead and throwing her head back for mellow dramatic effect.

"I swear, you two..."

"Give up Hilly. With our powers combined we are THE LONERS!" Jerry said while bending sideways and pointing sideways too, mirroring the same pose Ariel was making so that their finger tips touched.

"Pleeeeeeease. Stop. You're embarrassing yourselves and me," Hillphire muttered while trying to hide his face by putting his head down on his crossed arms. Jerry and Ariel only looked at each other and giggled and laughed till they were red in the face. Ariel was the first to recover.

"Come on cousin! You gotta learn to be silly for once! And not in that absolutely nerdy way, but in the cool hip way," she said while flipping her hair back stylishly. Hillphire looked up at her with an incredulous look on his face.

"I don't think there is a 'cool' or 'hip' way to be silly," Hillphire replied.

"Oh, you're just too stiff and old school!" Jerry said before asking the bar tender for some booze.

The bar tender gave Jerry as doubtful look before asking for Jerry's id.

"Ah, come on! 20 is close enough man. Only one year away!" Jerry exclaimed.

"The law is the law kid. Now deal with it or leave," the old man replied before attending to other guests.

"Guess not everyone is as fun loving as me," Hillphire teased Jerry with a grin which only got him a sour look from Jerry.

"Speaking of fun, tonight's matches are about to start," Ariel interrupted, pointing at the screen. The loud and hyper voice of the announcer, Dr. Obleck, boomed through the speakers of the tv projector. "Aright! It's now time to begin the randomization process for our next fight!" The three of them got comfortable in their seats as the randomization program began to whirl the faces and names of the remaining combatants across the screen before finally settling down on two names. The deep voice of Professor Port announced, "It looks like our first contender is Penny Polendina from Atlas! And her opponent is... Pyrrha Nikos from Beacon!" Hillphire froze for a second before looking over at Jerry, who was giving him a curious look. Was this the 'Penny' that his uncle had told him to remember?

"Nah, it couldn't be. It's probably a coincidence," Hillphire muttered under his breath.

Before he could entertain the thought further the fighters stepped unto the arena stage. Hillphire carefully watched the two contestants as he usually watched tournament fighters but something seemed... off. At least the Vale fighter seemed off, like her head wasn't in the game. It was probably just the stress from what had happened to the other Vale fighter yesterday. It had left a bad taste in everyone's mouth and this Pyrrha had probably known the other student. But then Hillphire noticed that the other fighter, Penny, seemed strange too. Her movements... they were too... rigid? No, that wasn't it. They were too precise. There was something almost mechanical about them. The more Hillphire watched her, the more he found her to be unnatural and it made him feel uncomfortable.

"Fighters! Are you ready?!" Obleck's voice boomed again, "Three... two... one... begin!"

The unease that he felt vanished temporarily as the two fighters began the match. Hillphire made sure to keep track of as many of Penny's flying swords as he could. His first thought was how she was controlling all the swords like she was, but careful analysis of her attack patterns suggested some sort of dust infused cables or wires that the were attached to the weapons. Nevertheless, it was impressive how she was controlling them all with such precision and skill and the announcer, Professor Port, thought so too as he exclaimed, "What an impressive display by Miss Polendina!" However, from that point on Hillphire's unease from before not only came back but steadily became worse and worse as the fight continued. Something about how Pyrrha seemed to be out of it and yet focused concerned him. It's like... like she wasn't herself, but that made no sense to him. He didn't know this girl or anything outside that she was a famous fighter.

Why did he feel like this? Then Pyrrha's sword and shield were knocked away by Penny's swords. His uneasiness came to the head. He even stood up out of his seat as he saw the look in Pyrrha's eyes. She was about to do something. Something dangerous like a cornered animal. Pyrrha waved her arms forward sending a wave of energy that pushed Penny's swords back at her. Before anyone else, Hillphire gasped as he knew what was about to happen. The wires controlling Penny's swords wrapped around her and tore into her. What happened, next though, no one expected. As the wires tore through Penny, what was revealed was not flesh and blood, but wires and metal. The world seemed to go silent. Even the crowd on television went mute. In that moment, despite the shock and horror of everyone around him, Hillphire was even more stunned and horrified as he realized the importance of his uncle's words. Penny... was a robot. One that could pass as human, meaning that she could use aura. This Penny, this robot... had a soul. What this meant and what this could lead to Hillphire didn't have time to think about as a sinister voice filled the void of silence.

"This is not a tragedy... This was not an accident. This is what happens when you hand over your trust, your safety, your _children_ to men who claim to be our guardians, but are, in reality, nothing more than men."

The mysterious voice continued to speak, throwing suspicion and doubt about each other into the minds of the people. She questioned why Atlas would make a weapon disguised as a little girl and why Ospin's students had acted so violently in the tournament. She even suggested that the kingdoms were at the brink of war. Just as she finished her monologue, everyone heard it. The sirens! Not in Mistral, at least not yet, but in Vale. It was a level 9 grimm attack. No one in Mistral could tear their eyes away from their holo-screens as the broadcast feed was hijacked and instantly changed to the perspective of a person using a scroll. Grimm were flooding into the city and to make things worse, airships carrying members of the violent White Fang organization landed around the person broadcasting, who was up on the rooftop of a building somewhere inside Beacon Academy. Just when things looked like they couldn't get worse, all the Atlas robots helping defend the city started turning on the defenders, attacking them. It was like watching a horror movie, except it was real. Then the camera shook as if an explosion or earthquake had occurred. The broadcaster turned his scroll to the left focusing upwards at the sky. From the heavens a huge grimm that resembled a reptilian bat, descended into the court yard of Beacon Academy, and, as it did so, drops of ichor fell from it creating puddles that new grimm seemed to spawn from. The broadcaster focused on this monstrosity until it destroyed the tower at Beacon and cut off the broadcast as all of the CCT system collapsed along with the tower.

The silence was deafening, dread as thick fog encompassing the people of Mistral. Then, it happened. The sirens began to blare all around them! "Warning! Incoming grimm attack. Threat level 8," a mechanical voice announced. Level 8! It wasn't as bad as the invasion ongoing at Vale, but Vale was more heavily defended than Mistral as the Kingdom was more spread out and controlled more territory. Instantly, people started panicking and rushing out of the bar and all nearby buildings, trying to be the first to reach the evacuation shelters for just such attacks. It was pandemonium. Hillphire, Jerry, and Ariel, while scared themselves, kept their heads and avoided the stampede of people trampling each other towards the escape routes. Hillphire quickly threw on a back pack like device and pulled out what looked like a flame thrower crossed with a machine gun.

"What is that?!" Ariel asked.

"Something I whipped up so I don't have to worry about fighting grimm as much as I humanly can."

"Hope that has some real firepower then, cause look!" Jerry exclaimed, pointing at a group of nevermores descending towards the streets of Mistral.

As if to demonstrate, Hillphire pointed the device up at the nevermores and instantly the device began firing power rounds of concentrated dust at the monsters. Some of them were cut to ribbons and the others veered away from the incoming rounds of dust ammunition. When the device stopped firing, Ariel and Jerry, impressed by the device's firepower, looked over at Hillphire who was shaking and hyperventilating almost.

"Whoa! Calm down man! Calm down! You're safe," Jerry tried to say reassuringly.

"No one is safe!" Hillphire nearly screamed back. It was his nightmare, all over again. Grimm surrounding everyone, people running for their lives, the screams of the dying in the distance. With each moment as Hillphire took it all in he began hyperventilating more and more until Ariel slapped him with a resounding _thwack_! Hillphire could only stare dumbly at her as the haze of horror was temporarily removed from his mind. "STOP IT!" Ariel said with vicious fury, "Stop panicking and start _thinking_! We need to get to the shelter as soon as possible and avoid grimm, but I can't fight. You and Jerry are going to have to do that, but you won't be able to doing anything, even defending yourself, if you just panic!" Hillphire began to cry, but more out of shame than fear. His cousin was right. He had let himself become consumed with fear again. He couldn't help it, but even so. If he couldn't at least think then they might all die. He quickly wiped his eyes and took a deep breath, composing himself for moment before saying, "I'm sorry, Ariel, you're right. Let's go."

While Hillphire still couldn't help but panic every time a grimm appeared, he was composed enough to point his weapon's muzzle at them and let the machine take care of the rest. But it became clear very quickly that the machine's rate of fire wasn't enough. They were forced to retreat to more easily defendable places more than once as they made their way to the shelters. The skies blazed as airships engaged the nevermores and lancers that soared above them. While the three of them wanted to help at times when they could, the grimm on the ground were too numerous to risk turning Hillphire's weapon to the sky again even for a moment. They finally reached the shelter and where numerous huntsmen and huntresses were fighting off the grimm.

"Get inside!" one of them yelled at the trio.

"You guys go on," Jerry said to Ariel and Hillphire, "I can still help!"

Hillphire's eyes went wide, memories of his family flashed through his mind, but he managed to calm himself somewhat. He wanted to help too, but his courage failed him and tears of shame streamed down his face again.

"I-I-I'm sorry," Hillphire said, his voice full of shame, "I can't help anymore. Stay safe."

Jerry's heart broke at the sight of his friend's shame stricken face. "Yeah... you too."

Ariel and Hillphire rushed into the shelter and all Hillphire could do was cry in shame...


	8. Epilogue

**Epilogue**

 **Note: If you liked this fan fic please read Between the Anvil and the Shield ( s/12763259/1/RWBY-Between-The-Anvil-and-The-Shield) by yours truly and Silver Maiden ( s/12758741/1/Silver-Maiden) by Necron.**

It was several months after the event now known as the Fall of Beacon. Hillphire had been lucky. If he had been at his forge at the time... He shuddered at the thought of it now. But life went on. He was safe and better yet, while he had been mostly useless during the attack on Mistral, at least he hadn't been completely useless. It was spring now and he had just finished it. The Rube Goldberg machine was set up with absolute perfect precision. More beautiful still was the fact that it could be reset with only a few adjustments instead of having to painstakingly set everything back up. William Hillphire stepped back and admired his creation. The most elaborately unnecessarily complicated coffee maker. As he beamed in pride at his creation, one of his regulars walked into his forge.

"Seriously William? You're at it again making those dumb things? Why make a machine that takes twice the time to make a regular cup of joe when you can have one that makes it in half the time?"

"Because it's awesome!" Hillphire retorted. "And I thought I told you to call me Hillphire, Jerry."

"Yes, Mr. Hillphire," Jerry replied teasingly.

"Without the Mr. please."

"You know, dumb machines like that is why you don't have a girlfriend."

Then as if to counter Jerry's diss a group of kids walked through the door along with a man Hillphire vaguely remembered. One of the girls in the group who had a red hood locked on to his Rube Goldberg machine.

"Ooooooo! Is that what I think it is!?" the girl squealed in delight.

Hillphire beamed at Jerry, "Well, _she_ likes it."

Jerry rolled his eyes, "Just when I thought I was making progress."

Progress... that was a word that made Hillphire feel both irritated and happy at the same time. Irritated that Jerry thought he wasn't making any, and happy that he felt that finally he was making some. He had finally met a girl that loved machines as much as he did. That day he finally did begin to move forward, but it would be in ways he could never have thought or imagined...


End file.
